Sec Form 4 Filing - Tolmachev Oleg E @ Montage Resources Corp - 2020-06-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Tolmachev Oleg E
2. Issuer Name and Ticker or Trading Symbol
Montage Resources Corp [ MR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former EVP & COO
(Last) (First) (Middle)
2316 BRIDGEWOOD DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2020
(Street)
ROANOKE, TX76262
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/01/2020 M 24,791 A 152,228 D
Common Stock 06/01/2020 F 7,491 ( 3 ) D $ 6.12 ( 4 ) 144,737 D
Common Stock 06/01/2020 F 10,531 ( 5 ) D $ 6.12 ( 4 ) 134,206 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Units ( 1 ) 06/01/2020 M 9,951 ( 1 ) ( 1 ) Common Stock 9,951 $ 0 2,807 D
Performance Units ( 1 ) 06/01/2020 D 2,807 ( 1 ) ( 1 ) Common Stock 2,807 $ 0 0 D
Performance Units ( 2 ) 06/01/2020 M 14,840 ( 2 ) ( 2 ) Common Stock 14,840 $ 0 24,160 D
Performance Units ( 2 ) 06/01/2020 D 24,160 ( 2 ) ( 2 ) Common Stock 24,160 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tolmachev Oleg E
2316 BRIDGEWOOD DRIVE
ROANOKE, TX76262
Former EVP & COO
Signatures
/s/ Oleg E. Tolmachev 06/03/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 23, 2018, the Reporting Person was granted 12,758 performance units (as adjusted to reflect the 15-to-1 reverse stock split of the Issuer's common stock on February 28, 2019) pursuant to the Issuer's 2014 Long-Term Incentive Plan, with each performance unit representing the right to receive one share of the Issuer's common stock. On June 1, 2020, 9,951 of the performance units vested and the remaining 2,807 performance units were forfeited.
( 2 )On June 18, 2019, the Reporting Person was granted 39,000 performance units pursuant to the Issuer's 2019 Long-Term Incentive Plan, with each performance unit representing the right to receive one share of the Issuer's common stock. On June 1, 2020, 14,840 of the performance units vested and the remaining 24,160 performance units were forfeited.
( 3 )Represents shares withheld to satisfy tax withholding obligations upon vesting of performance units.
( 4 )Represents the closing price per share of the Issuer's common stock on May 29, 2020, which was the last trading day immediately preceding the June 1, 2020 vesting date.
( 5 )Represents shares withheld to satisfy tax withholding obligations upon vesting of restricted stock units that were granted to the Reporting Person on February 23, 2018 under the Issuer's 2014 Long-Term Incentive Plan and upon vesting of restricted stock units that were granted to the Reporting Person on June 18, 2019 under the Issuer's 2019 Long-Term Incentive Plan. The restricted stock units vested on June 1, 2020 in accordance with the terms and conditions of the underlying restricted stock unit award agreements.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.